U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM F-X

                   APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

A.       Name of issuer or person filing ("Filer"): IVANHOE MINES LTD.

B.       This is [check one]

         [X]      an original filing for the Filer

         [_]      an amended filing for the Filer

C.       Identify the filing in conjunction with which this Form is being filed:

         Name of registrant:            IVANHOE MINES LTD.

         Form type:                     FORM 40-F

         File Number (if known):        000-50473

         Filed by:                      IVANHOE MINES LTD.

         Date Filed (if filed
         concurrently, so indicate):    NOVEMBER 17, 2003; AMENDED ON NOVEMBER
                                        25, 2003

D.       The Filer is incorporated or organized under the laws of YUKON
TERRITORY, CANADA and has its principal place of business at

                  SUITE 654, 999 CANADA PLACE
                  VANCOUVER, BRITISH COLUMBIA
                  CANADA V6C 3E1
                  TELEPHONE: (604) 688-5755

E.       The Filer designates and appoints CT CORPORATION SYSTEM ("Agent"),
located at:

                  111 EIGHTH AVENUE
                  SUITE 800, LB 94
                  NEW YORK, NY 10011
                  TELEPHONE: (212) 894-8700

as the agent of the Filer upon whom may be served any process, pleadings,
subpoenas, or other papers in

         (a)      any investigation or administrative proceeding conducted by
                  the Commission; and



         (b)      any civil suit or action brought against the Filer or to which
                  the Filer has been joined as defendant or respondent, in any
                  appropriate court in any place subject to the jurisdiction of
                  any state or of the United States, or of any of its
                  territories or possessions, or of the District of Columbia,
                  where the investigation, proceeding or cause of action arises
                  out of or relates to or concerns (i) any offering made or
                  purported to be made in connection with the securities
                  registered by the Filer on Form 40-F on November 17, 2003 or
                  any purchases or sales of any security in connection
                  therewith; (ii) the securities in relation to which the
                  obligation to file an annual report on Form 40-F or Form 10-K
                  arises, or any purchases or sales of such securities; (iii)
                  any tender offer for the securities of a Canadian issuer with
                  respect to which filings are made by the Filer with the
                  Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the
                  securities in relation to which the Filer acts as trustee
                  pursuant to an exemption under Rule 10a-5 under the Trust
                  Indenture Act of 1939. The Filer stipulates and agrees that
                  any such civil suit or action or administrative proceeding may
                  be commenced by the service of process upon, and that service
                  of an administrative subpoena shall be effected by service
                  upon such agent for service of process, and that service as
                  aforesaid shall be taken and held in all courts and
                  administrative tribunals to be valid and binding as if
                  personal service thereof had been made.

F.       The Filer stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the Filer discharges the
Agent or the Agent is unwilling or unable to accept service on behalf of the
Filer at any time until six years have elapsed from the date the Filer has
ceased reporting under the Securities Exchange Act of 1934. The Filer further
undertakes to advise the Commission promptly of any change to the Agent's name
or address during the applicable period by amendment of this Form, referencing
the file number of the relevant form in conjunction with which the amendment is
being filed.

G.       The Filer undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the Form 40-F, the securities to which the Form 40-F relates, and
the transactions in such securities.


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         The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, British
Columbia, Country of Canada, on this 16th day of December 2003.


Filer:   IVANHOE MINES LTD.        By:  /s/ Beverly Bartlett
                                        ---------------------------------------
                                        Name:   Beverly Bartlett
                                        Title:  Corporate Secretary



         This statement has been signed by the following person in the capacity
and on the date indicated.


CT CORPORATION SYSTEM
As Agent for Service of Process for
IVANHOE MINES LTD.



By:  /s/ Renee Haggerty
     ----------------------------------
     Name:   Renee Haggerty
     Title:  Assistant Secretary


Date:  December 17, 2003


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